Commercial Law Commons^™

Buying Teams, Andres Sawicki

Seattle University Law Review

The Sixth Annual Berle Symposium reflects on Margaret Blair and Lynn Stout’s classic article: A Team Production Theory of Corporate Law. Blair and Stout recast the modern law of public corporations through the lens of the team production theory of the firm. Here, I apply Blair and Stout’s insights—emphasizing the value of team production, independent monitors, and intellectual property rights—to a novel corporate transaction structure: the acqui-hire. In an acqui-hire, a publicly owned technology firm wants to add a start-up’s engineers. Instead of simply hiring them, though, it buys the start-up, discards most of its assets, and retains the start-up’s …

With The Emergence Of Public Benefit Corporations, Directors Of Traditional For-Profit Companies Should Tread Cautiously, But Welcome The Opportunity To Invest In Social Enterprise, Mckenzie Holden Granum

Seattle University Law Review

Social entrepreneurship has become the popular term used to describe business forms that aim to produce profits while also seeking to significantly advance one or more social or environmental goals. In response to an increase in social entrepreneurship across sectors—from progressive industries like organic farming to conservative industries such as insurance and banking—several states have adopted new corporate governance structures. Such legislation allows incorporating businesses to choose an off-the-shelf formation type that embeds a social mission into its legal structure. The bulk of the newly implemented statutory forms provide not only a new framework for social entrepreneurs to work within, …

Team Production Theory And Private Company Boards, Elizabeth Pollman

Seattle University Law Review

In their path-breaking article, A Team Production Theory of Corporate Law, Margaret Blair and Lynn Stout provided a new theory of the board of directors in a corporation. Drawing on the economic theory of team production, Blair and Stout argued that the board of directors serves as a mediating hierarchy for the firm as a whole, encouraging firm-specific investments from team members and reducing shirking and opportunistic behavior. While Blair and Stout provided a dramatically different view of the corporation from the conventional principal-agent account, they also delineated limitations to their proposed theory. Most importantly, they suggested that the …

Testing The Normative Desirability Of The Mediating Hierarch, Zachary J. Gubler

Seattle University Law Review

In their influential article, A Team Production Theory of Corporate Law, Professors Margaret Blair and Lynn Stout explained how corporate law might be viewed as an attempt at solving what is known as the team production problem. At its core, this problem has to do with the opportunistic behavior that arises when multiple economic actors make investments—whether of labor, capital, or otherwise—in a business venture where these investments are said to be “firm specific” because they cannot be easily withdrawn and redeployed in other projects. The problem is how to construct a governance regime that will create incentives for the …

Team Production And Securities Laws, Urska Velikonja

Seattle University Law Review

In the seminal paper that this symposium celebrates, A Team Production Theory of Corporate Law, Margaret Blair and Lynn Stout made two related points. First, that Delaware law does not require shareholder primacy in public corporations. Rather, the broad deference afforded to the decisions of predominantly independent corporate boards of directors is consistent with a contrary theory, that of team production, or, as they call it, “the mediating hierarch” theory. The fundamental role of the board of directors is to mediate between the interests of various stakeholders that contribute to the corporation’s output. As a result, Delaware courts have repeatedly …

The Harmonization Of Browsewrap Agreements Abroad And The Protection Of American Consumers, Tinsley A. Ashley

Tinsley A Ashley

No abstract provided.

Ceo Retention, Lee Harris

Florida Law Review

Again and again, economists, corporate law scholars, and Congress have turned to reforms, such as executive compensation reforms, as a solution to executive misbehavior. The root of the evil, they muse, is skyhigh pay with only a flimsy connection to managerial performance. If CEO pay can only be rejiggered on the front end and tied to performance, the argument goes, executives can be expected to pursue shareholder interests and put aside egos, and firms will prosper. This Article argues that such reforms are, despite the best of intention, fool’s gold. The fallacy is not in thinking that CEOs and other …

The Economics And Regulation Of Network Branded Prepaid Cards, Todd J. Zywicki

Florida Law Review

One of the fastest growing sectors of the consumer payments marketplace is the general-purpose reloadable prepaid card sector. Their importance accelerated as a consequence of new regulations enacted in the wake of the 2008 financial crisis. This increased use of prepaid cards also increased angst among regulators, especially regarding the number and size of fees on prepaid cards. State and federal regulators as well as Congress are interested in imposing new regulations on prepaid cards. These calls for regulation, however, proceed in a largely fact-free environment. This Article describes the current economic and regulatory landscape for prepaid cards. The market …

Shareholders On Shaky Ground: Section 271'S Remaining Loophole, Alex Righi

Northwestern University Law Review

No abstract provided.

Newsroom: Ahern "07 Leads Ced Clinic, Roger Williams University School Of Law

Life of the Law School (1993- )

No abstract provided.

How Do Macau And Brazil Use "Eletronic Payment" To Improve Chinese-Lusophone Business Relations? - China-Brazil Relations And Macau, Claudia Ribeiro Pereira Nunes

Claudia Ribeiro Pereira Nunes

Macau's position as a privileged place in the connection between the People’s Republic of China and the Portuguese-speaking countries opens a space for the creation of entities in these countries as a way to facilitate, and even encourage, international financial relations; particularly among Brazil, the Pearl River Delta (Macau and Hong Kong) and the People’s Republic of China. This paper highlights the various challenges of electronic payment, also known as payment by securities receivables, and examines the comparative perspective of Brazil-Macau. It is necessary to investigate two research subjects: (i) Brazilian Law’s use of electronic payment from Brazil to China; …

Stubborn Things: An Empirical Approach To Facts, Opinions, And The First Amendment, Daniel E. Herz-Roiphe

Michigan Law Review First Impressions

This essay offers an empirical approach to the problem, rooted in an argument that the underlying rationale for the fact/opinion distinction in compelled speech doctrine tells us something about how this distinction should be policed. Commercial speech enjoys protection by virtue of its value to listeners, it is from the listener's vantage point, then, that courts should assess whether a compelled disclosure is fact or opinion. And if we are interested in learning how disclosures will affect listeners, we might try asking them, just as courts adjudicating trademark suits frequently use consumer surveys to determine how customers understand the meaning …

Price Gouging: A Gray Area, Mathis Mateus

Common Reading Essay Contest Winners

Second Place

Essay Prompt: In Justice, Sandel discusses a number of contemporary political issues (e.g. price gouging during the 2004 Hurricane, the 2008-9 financial meltdown, the volunteer army, pregnancy surrogates, executive pay, slavery reparations, immigration, and gay marriage). Take a position on one of the issues discussed in the book and make the best case that you can for why this position is the most just. You may include evidence from the book, your prior studies, your own experience, and/or outside research. (Outside research is not required.)

Dealing With Corporate Misconduct, Peter J. Henning

Law Faculty Research Publications

No abstract provided.

Recent Developments In Key Latin American Jurisdictions To Attract International Commercial Arbitration, Henry Burnett

American University Business Law Review

No abstract provided.

The Interface Between Arbitration And The Brussels Regulation, Filip De Ly

American University Business Law Review

No abstract provided.

Are Bilateral Investment Treaties And Free Trade Agreements Drafted With Sufficient Clarity To Give Guidance To Tribunals?, Benard Hanotiau

American University Business Law Review

No abstract provided.

Challenges To The Credibility Of The Investor-State Arbitration System, Michael Nolan

American University Business Law Review

No abstract provided.

A Modest Proposal For Preventing Multipartite Arbitrations From Being A Burden To The Parties And For Making Them Beneficial To The Parties, Alexis Martinez, Rostislav Pekar

American University Business Law Review

No abstract provided.

Salient Features Of International Commercial Arbitration In East Asia: A Comparative Study Of China And Japan, Fan Kun

American University Business Law Review

No abstract provided.